Current Report Filing (8-k)
September 20 2018 - 2:57PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
September 14, 2018
CREATIVE
LEARNING CORPORATION
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(Exact
name of registrant as specified in its charter)
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|
|
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Delaware
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000-52883
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20-4456503
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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|
|
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701
Market Street, Suite 113
St.
Augustine, FL
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32095
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(Address
of principal executive offices)
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(Zip
Code)
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(904)
824-3133
Registrant’s
telephone number, including area code:
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(Former
name or former address, if changed since last report.)
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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (
see
General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item
4.01.
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Changes
in Registrant’s Certifying Accountant.
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Effective
September 14, 2018, the Audit Committee of the Board of Directors of Creative Learning Corporation (the “Company”)
approved the engagement of Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm
for the Company’s fiscal year ending September 30, 2018, and dismissed Hancock Askew & Co., LLP (“Hancock”)
as the Company’s independent registered public accounting firm. The change in the Company’s independent registered
public accounting firm was made to reduce the fees payable by the Company in connection with the audit of its financial statements
for the fiscal year ending September 30, 2018.
Hancock’s
audit reports on the Company’s consolidated financial statements as of and for the fiscal years ended September 30, 2017
and September 30, 2016 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
During
the fiscal years ended September 30, 2017 and September 30, 2016 , and the subsequent interim periods through September 14, 2018,
there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the
Company and Hancock on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which, if not resolved to Hancock’s satisfaction, would have caused Hancock to make reference thereto in their
reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
The
Company provided Hancock with a copy of the disclosures it is making in this Current Report on Form 8-K and requested that Hancock
furnish a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements made
herein. The Company has not received a copy of the requested letter from Hancock as of the time of filing this Current Report
on Form 8-K. A copy of such letter, when received, will be included as Exhibit 16.1 to an Amendment of this Current Report on
Form 8-K.
During
the fiscal years ended September 30, 2017 and September 30, 2016 , and the subsequent interim periods through September 14, 2018,
neither the Company nor anyone acting on its behalf has consulted with Marcum regarding (i) the application of accounting principles
to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s
financial statements or the effectiveness of internal control over financial reporting, and neither a written report or oral advice
was provided to the Company that Marcum concluded was an important factor considered by the Company in reaching a decision as
to any accounting, auditing, or financial reporting issue, (ii) any matter that was the subject of a disagreement within the meaning
of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Effective
October 16, 2018, Bart Mitchell will serve as Chief Financial Officer of the Company. In connection with this appointment, Mr.
Mitchell will receive annual cash compensation of $125,000 and stock grants valued at $10,000 annually. Mr. Mitchell will continue
to serve as a member of the Board of Directors of the Company.
Biographical
Information on Mr. Mitchell
Bart
Mitchell became a director of the Company in July 2017. Mr. Mitchell is a founding member and partner of Greenbrier Academy for
Girls (“GBA”), a residential therapeutic boarding school. He served as the Chief Operating Officer and Chief Financial
Officer from June 2007 through August 2016, successfully navigating the company through startup and establishing it as a thought
leader and premier academy in its highly competitive niche. Prior to his time at GBA, Mr. Mitchell was an officer and managing
member of TAS Development, LLC from 2005 until 2007. From 2002 until 2005, he was department director for the Alldredge Academy.
Previously, Mr. Mitchell served as a manager for Xlear Inc., from 2000 until 2002, helping the company through its startup phase
and into prosperity. Prior to joining Creative Learning Corporation, he and his wife built Escape Game Coeur d’Alene, which
quickly became the most successful escape room business in the region. Mr. Mitchell holds degrees in philosophy from Brigham Young
University and English from Dixie State University. Mr. Mitchell’s experience in entrepreneurship, upper management and
with both the financial and operations of GBA, including working with a curriculum team to provide flexible, engaging academics,
give him unique and valuable insights that will prove to be an asset to Creative Learning Corporation.
During
the last two years, there have been no transactions or proposed transactions by the Company in which Mr. Mitchell has had or is
to have a direct or indirect material interest, and there are no family relationships between Mr. Mitchell and any of the Company’s
other executive officers or directors.
As
of September 14, 2018, Christian Miller resigned as Chief Operating Officer and Chief Financial Officer of the Company effective
September 15, 2018. In connection with his leaving the Company, Mr. Miller entered into a Severance Agreement with the Company
which includes an additional $11,000 of compensation beyond what he was currently entitled to receive.
As
of September 14, 2018, Dawn Davis, who had been the Company’s Principal Accounting Officer, is no longer with the Company.
The
Board of Directors also approved compensation for Blake Furlow in connection with his appointment as Chief Executive Officer of
the Company. Such compensation consists of annual cash compensation of $165,000 and stock grants valued at $35,000 annually.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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CREATIVE
LEARNING CORPORATION
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Dated:
September 20, 2018
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By:
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/s/
Blake Furlow
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Name:
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Blake
Furlow
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Title:
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Chief
Executive Officer
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